Rainier CEO reports 25,000 Class B shares

Rainier Acquisition Corp (RNAQU) disclosed an initial statement of beneficial ownership for its Chief Executive Officer and director, Amusa Gbolahan.

Rhea-AI Filing Summary

Rainier Acquisition Corp (RNAQU) disclosed an initial statement of beneficial ownership for its Chief Executive Officer and director, Amusa Gbolahan. He holds 25,000 Class B ordinary shares, owned directly. Each Class B ordinary share is convertible into one Class A ordinary share at the holder's option or automatically upon the company’s initial business combination, and the Class B shares have no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Amusa Gbolahan

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B ordinary shares F1	--	--	--

Holdings After Transaction: Class B ordinary shares — 25,000 contracts (Direct)

Footnotes (1)

1. F1. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder, and will automatically convert at the time of the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis. The Class B ordinary shares have no expiration date.

Key Figures

Class B ordinary shares held: 25,000 shares Underlying Class A ordinary shares: 25,000 shares Conversion ratio: 1 Class A share per 1 Class B share

3 metrics

Class B ordinary shares held 25,000 shares Direct holdings reported for Amusa Gbolahan following the reported position

Underlying Class A ordinary shares 25,000 shares Shares issuable upon conversion of Class B ordinary shares on a one-for-one basis

Conversion ratio 1 Class A share per 1 Class B share Each Class B ordinary share is convertible into one Class A ordinary share

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, one-for-one basis

4 terms

Class B ordinary shares financial

"Each Class B ordinary share is convertible into one Class A ordinary share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"Each Class B ordinary share is convertible into one Class A ordinary share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

initial business combination financial

"will automatically convert at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

one-for-one basis financial

"on a one-for-one basis. The Class B ordinary shares have no expiration date"

FAQ

What insider ownership did Rainier Acquisition Corp (RNAQU) report for Amusa Gbolahan?

Rainier Acquisition Corp reported that Amusa Gbolahan, its Chief Executive Officer and director, directly holds 25,000 Class B ordinary shares. These holdings are reported on an initial statement of beneficial ownership of securities.

How many shares can Amusa Gbolahan ultimately receive as Class A shares of RNAQU?

Amusa Gbolahan’s 25,000 Class B ordinary shares are each convertible into one Class A ordinary share, so they are currently linked to 25,000 underlying Class A ordinary shares on a one-for-one basis.

When do the Class B ordinary shares of Rainier Acquisition Corp convert into Class A shares?

Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder and will also convert automatically at the time of Rainier Acquisition Corp’s initial business combination, or earlier at the holder’s option.

Do the Class B ordinary shares held by Amusa Gbolahan in RNAQU have an expiration date?

No. The filing states that the Class B ordinary shares have no expiration date, meaning they remain outstanding and convertible on a one-for-one basis into Class A ordinary shares without a stated end date.

Is there any Rule 10b5-1 trading plan associated with this Form 3 for RNAQU?

No Rule 10b5-1 trading plan is indicated. The structured data show the plan status field as null, and there is no footnote stating that the reported holdings or any transaction are pursuant to a Rule 10b5-1 plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 09:11 AM Accepted by SEC EDGAR 08/26/2026 - 05:28 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Amusa Gbolahan

(Last) (First) (Middle)

1 PENN PLAZA, 48TH FLOOR

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2026

3. Issuer Name and Ticker or Trading Symbol
Rainier Acquisition Corp [ RNAQ ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	25,000	(1)	D

Explanation of Responses:

1. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder, and will automatically convert at the time of the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis. The Class B ordinary shares have no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Guy Barudin, Attorney-in-Fact	08/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)